Which state's laws govern the Epcon Communities Franchise Agreement?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
yment in full, and this Assignment Agreement shall automatically terminate.
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- Successors and Assigns. This Assignment Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.
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- Counterparts. This Assignment Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.
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- Governing Law. This Assignment Agreement shall be deemed to have been made and entered into in the State of Ohio, and all rights and obligations of the parties hereto shall be governed by and construed in accordance with the local laws of the State of Ohio, without application of its conflicts of laws provisions.
Source: Item 23 — RECEIPTS (FDD pages 86–280)
What This Means (2025 FDD)
According to the 2025 Epcon Communities Franchise Disclosure Document, the governing law depends on the specific agreement in question and the state where the franchisee is located.
For the standard Assignment Agreement, the agreement is considered to have been made and entered into in the State of Ohio, and all rights and obligations are governed by and construed in accordance with the local laws of Ohio, without applying its conflicts of laws provisions. Similarly, the Epcon Communities Intranet Agreement and the use of Databases and Web Site are governed by the laws of the State of Ohio, without reference to conflicts of laws provisions, and applicable federal laws of the United States. The state courts in Franklin County, Ohio, and the United States District Court for the Southern District of Ohio (Northern Division) have sole and exclusive jurisdiction to hear any dispute concerning this agreement. The Personal Covenants and Agreement document becomes effective when accepted by Epcon Communities Franchising, LLC in the State of Ohio and is governed by the local laws of Ohio, without applications of its conflicts of laws principles.
However, there are exceptions for franchisees in certain states. For example, for franchisees in Illinois, Illinois law governs the Market Hold Agreement. Any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void, although the franchise agreement may provide for arbitration to take place outside of Illinois. For franchisees in Maryland, the addendum modifies sections of the Franchise Agreement relating to transfer, termination, arbitration, venue, and other provisions to ensure compliance with Maryland's Franchise Registration and Disclosure Laws. These stipulations mean that franchisees need to be aware of the specific addenda and modifications that apply to their state when interpreting the Franchise Agreement.